Exhibit 10.1
Unofficial Summary Translation
Assets Transfer
Contract
Party
A : Shandong Traditional
Chinese Medicine College
Party
B : The Traditional
Chinese Medicine College of Shandong Hongrui Pharmaceutical
Factory
Party
C : Laiyang Jiangbo
Pharmaceutical Co., Ltd.
NOW, THEREFORE,
after friendly negotiations, Party A, B, and C reach the following
agreements on Party B’s assets transfer:
1. Party A agrees to transfer Party B’s (a
subsidiary of Party A) entire tangible assets and 22 approved drug
numbers to Party C and Party C agrees to purchase. The total
tangible assets include manufactory buildings, lands, office
buildings, equipments and inventories, etc. Actual contents should
be based on Yan Hua Da Hui Ping Zi No.30 (2008) appraisal report
issued by Yantai Huada Certified Public Accountants, Ltd. on
September 28, 2008. Items with variations occurred subsequent to
the date of the appraisal, August 31, 2008, will be determined by
the actual transferred amounts (except manufactory buildings, land,
office buildings and other important facilities shall not have any
variations incurred); the differences will be added or subtracted
from original amounts in the appraisal report after n
egotiations among three parties.
2. Party A and Party B shall assist Party C to
apply to Shandong Province Food and Drug Administration for
transferring the ownership of the 22 approved drug numbers to Party
C, and Party C shall be responsible for related transactional fees.
If the ownership of the 22 approved drug numbers referenced above
cannot be transferred to Party C, Party C has the right to cancel
this transfer contract and requests Party A and Party B to refund
acquisition payments and related transactional fees
made.
3. Party A and Party B shall assist Party C to
transfer the ownership of the property title certificate and
land title certificate referenced above to Party C and Party C
shall be responsible for related transactional fees. If the
ownership of the property title certificate and land title
certificate referenced above cannot be transferred to Party C,
Party C has the right to cancel this transfer contract and requests
Party A and Party B to refund acquisition payments and related
transactional fees made.
4. Party A and Party B shall guarantee that
there has been no signed agreement or contract with any creditors
to restrict the assets transfer referenced above. The assets
referenced above have not been used as collaterals and the
ownerships of the assets to be transferred are clear.
5. Except for tangible assets and the approved
22 drug numbers referenced above, all of Party B’s
creditor’s or obligor’s rights and
obligatio
